Apple 1997 Annual Report Download - page 174
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Please find page 174 of the 1997 Apple annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
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6.6 PATENT CROSS LICENSE AGREEMENT AND TECHNOLOGY AGREEMENT. The Purchaser shall have executed and delivered the
Patent Cross License Agreement and Technology Agreement substantially in the forms attached hereto as Exhibit A and Exhibit B,
respectively.
SECTION 7
COVENANTS OF THE COMPANY
7.1 REGISTRATION RIGHTS. The Company will comply with the provisions regarding registration rights contained in the Registration
Rights Agreement attached hereto as Exhibit D.
SECTION 8
COVENANTS OF THE PURCHASER
8.1 RIGHT OF FIRST REFUSAL. Prior to making any sale or transfer of the Shares (other than a sale or transfer registered under the
Securities Act or pursuant to Rule 144, or a sale or transfer of that number of Shares representing less than three percent (3%) of the Company's
outstanding Common Stock to any person or group), the Purchaser shall give the Company the opportunity to purchase such Shares in the
following manner:
(i) The Purchaser shall give notice (the "Transfer Notice") to the Company in writing of such intention specifying the approximate number of
the proposed purchasers or transferees, the amount of Shares proposed to be sold or transferred, the proposed price per share therefor (the
"Transfer Price") and the other material terms upon which such disposition is proposed to be made.
(ii) The Company shall have the right, exercisable by written notice given by the Company to the Purchaser within five (5) business days after
receipt of such Transfer Notice, to purchase all but not part of the Shares specified in such Transfer Notice for cash per share equal to the
Transfer Price, provided, within five (5) business days after written notice of exercise by the Company, the Company shall provide the
Purchaser with evidence satisfactory to the Purchaser (by written commitment letter subject only to customary representations, diligence and
documentation, letter of credit or otherwise) of its ability to finance such repurchase.
(iii) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Shares with respect to which such right has
been exercised shall take place within ten (10) business days after the Company gives notice of such exercise. Upon exercise of its right of first
refusal, the Company and the Purchaser shall be legally obligated to consummate the purchase contemplated thereby and shall use their best
efforts to secure any approvals required in connection therewith.
(iv) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise, the Purchaser shall be free,
during the period of 90 calendar days
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